Since 1 July 2013, the costs for the incor­po­ra­tion of an Aus­trian lim­ited lia­bil­ity com­pany have been reduced significantly.

Cur­rent devel­op­ments in the Aus­trian Act on Lim­ited Lia­bil­ity Com­pa­nies (GmbHG)


Aus­trian lim­ited lia­bil­ity com­pa­nies (Gesellschaften mit beschränk­ter Haf­tung; GmbH) have become less attrac­tive for entre­pre­neurs over the past few years. In order to increase their attrac­tive­ness, the Aus­trian leg­is­la­tor has inter alia approved cer­tain changes to the Aus­trian Act on Lim­ited Lia­bil­ity Com­pa­nies (GmbH Gesetz; GmbHG).

Reduc­tion of min­i­mum share cap­i­tal to EUR 10,000

From 1 July 2013 onwards, the required min­i­mum share cap­i­tal of a GmbH has been reduced from EUR 35,000 to EUR 10,000. Since in case of a cash for­ma­tion only half of the nom­i­nal cap­i­tal has to be paid in upon estab­lish­ing a GmbH, from 1 July 2013 the min­i­mum amount of share cap­i­tal to be paid in upon estab­lish­ment is EUR 5,000 instead of EUR 17,500.

Any GmbH incor­po­rated prior to 1 July 2013 may reduce its share cap­i­tal to the new min­i­mum share cap­i­tal of EUR 10,000. How­ever, the statu­tory rules for an ordi­nary cap­i­tal decrease must be observed (eg cred­i­tor noti­fi­ca­tion). No sim­pli­fied cap­i­tal decrease pro­ce­dure has been adopted by the Aus­trian legislator.

Lower incor­po­ra­tion costs

The for­ma­tion of a GmbH, as well as any fur­ther trans­fer of shares in a GmbH, still requires the prepa­ra­tion of a notar­ial deed. How­ever, the costs for the notary pub­lic in con­nec­tion with the for­ma­tion of a GmbH have been reduced sig­nif­i­cantly to – in the sim­plest case – EUR 600 (excl VAT). Fur­ther, in case the found­ing shareholder(s) already pro­vide the notary pub­lic with a final draft of the new GmbH's arti­cles of asso­ci­a­tion that does not require any fur­ther amend­ment, the costs for the notary pub­lic are fur­ther reduced by 50%.

Finally, in case the GmbH is founded by an indi­vid­ual and if the Act on the Pro­mo­tion of New Com­pany For­ma­tions (Neugründungs-Förderungsgesetz) applies, the tar­iff for notar­ial costs may be reduced to even less than EUR 80 (excl VAT) in case stan­dard arti­cles of asso­ci­a­tion are used. This does not apply if a GmbH is founded by a legal entity.

Reduc­tion of Tax Burden

Due to the reduc­tion of the min­i­mum share cap­i­tal to EUR 10,000, both the cap­i­tal duty (1%) to be paid at incor­po­ra­tion and the min­i­mum cor­po­rate income tax are lower, since they are imposed by ref­er­ence to the nom­i­nal capital.

No Pub­li­ca­tion Costs

Prior to 1 July 2013, the incor­po­ra­tion of a GmbH had to be pub­lished in the offi­cial gazette "Amts­blatt zur Wiener Zeitung", trig­ger­ing addi­tional costs for the found­ing shareholder(s). Since 1 July 2013, the found­ing shareholder(s) may decide at its/their sole dis­cre­tion that pub­li­ca­tions related to the incor­po­ra­tion of a GmbH may now be posted in the offi­cial elec­tronic data base (Edik­ts­datei) (

Other Amend­ments

Two fur­ther amend­ments regard­ing GmbH's have been imple­mented, both of which have entered into force as of 1 July 2013.

The Aus­trian Insol­vency Code (Insol­ven­zord­nung; IO) has been amended so that a share­holder hold­ing more than 50% of a company's nom­i­nal share cap­i­tal is obliged to file for insol­vency if the com­pany (i) is insol­vent, and (ii) does not have any direc­tors. This oblig­a­tion exists regard­less of whether a major­ity share­holder may actu­ally be in the posi­tion to appoint new direc­tors autho­rized to rep­re­sent the com­pany or may do so only together with other shareholders.

Fur­ther, the man­ag­ing direc­tors of a GmbH are obliged to con­vene a gen­eral meet­ing of share­hold­ers if the equity ratio of the GmbH is less than 8% and the fic­ti­tious debt repay­ment period amounts to more than 15 years. These two ele­ments are known from Sec­tions 23, 24 of the Com­pany Reor­ga­ni­za­tion Act (Unternehmen­sre­or­gan­i­sa­tion­s­ge­setz; URG) to which the Act on Lim­ited Lia­bil­ity Com­pa­nies refers in this context.

Quote: In the short term, the reduction of both the minimum share capital (to EUR 10,000) and other incorporation costs will likely make the GmbH more attractive to entrepreneurs. It remains to be seen whether further amendments to the GmbHG will be necessary to increase its attractiveness in the long term.

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